Form 8.3 - INTERNATIONAL PAPER COMPANY

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE

Rule 8.3 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Full name of discloser:

Barclays PLC.

(b)

Owner or controller of interest and short

positions disclosed, if different from 1(a):

(c)

Name of offeror/offeree in relation to whose

INTERNATIONAL PAPER COMPANY

relevant securities this form relates:

(d)

If an exempt fund manager connected with an

offeror/offeree, state this and specify identity of

offeror/offeree:

(e)

Date position held/dealing undertaken:

28 Jan 2025

(f)

In addition to the company in 1(c) above, is the discloser making

YES:

disclosures in respect of any other party to the offer?

DS SMITH PLC

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing(if any)

Class of relevant security:

common stock

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

831,998

0.24%

630,940

0.18%

(2)

Cash-settled derivatives:

and/or controlled:

524,429

0.15%

20,310

0.01%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

31,000

0.01%

0

0.00%

TOTAL:

1,387,427

0.40%

651,250

0.19%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

common stock

Purchase

682,088

58.6279 USD

common stock

Purchase

323,364

58.5636 USD

common stock

Purchase

320,344

58.5247 USD

common stock

Purchase

140,339

58.8714 USD

common stock

Purchase

108,502

58.8849 USD

common stock

Purchase

104,931

58.6513 USD

common stock

Purchase

68,381

58.5945 USD

common stock

Purchase

66,285

58.6934 USD

common stock

Purchase

31,918

58.7209 USD

common stock

Purchase

30,262

58.4478 USD

common stock

Purchase

27,945

59.1200 USD

common stock

Purchase

24,081

58.6839 USD

common stock

Purchase

19,091

58.6044 USD

common stock

Purchase

18,681

58.9198 USD

common stock

Purchase

17,006

58.9213 USD

common stock

Purchase

12,800

59.0319 USD

common stock

Purchase

12,486

58.5025 USD

common stock

Purchase

10,762

59.0260 USD

common stock

Purchase

10,000

58.6875 USD

common stock

Purchase

6,513

58.5810 USD

common stock

Purchase

4,506

58.9251 USD

common stock

Purchase

4,448

58.6151 USD

common stock

Purchase

2,701

59.0268 USD

common stock

Purchase

2,104

58.7523 USD

common stock

Purchase

1,829

58.6118 USD

common stock

Purchase

1,322

58.7372 USD

common stock

Purchase

1,000

58.2883 USD

common stock

Purchase

779

58.7497 USD

common stock

Purchase

666

58.6990 USD

common stock

Purchase

642

59.1000 USD

common stock

Purchase

586

58.7263 USD

common stock

Purchase

502

58.4818 USD

common stock

Purchase

405

58.6888 USD

common stock

Purchase

394

58.7233 USD

common stock

Purchase

388

58.7826 USD

common stock

Purchase

382

58.7810 USD

common stock

Purchase

354

58.8859 USD

common stock

Purchase

306

58.5568 USD

common stock

Purchase

300

59.0183 USD

common stock

Purchase

252

56.0171 EUR

common stock

Purchase

251

58.6633 USD

common stock

Purchase

152

58.6490 USD

common stock

Purchase

150

58.8380 USD

common stock

Purchase

100

58.4700 USD

common stock

Purchase

100

58.4300 USD

common stock

Purchase

100

58.3875 USD

common stock

Purchase

24

58.5650 USD

common stock

Purchase

17

58.4602 USD

common stock

Sale

1,198,608

58.5929 USD

common stock

Sale

258,156

58.7814 USD

common stock

Sale

161,682

58.5636 USD

common stock

Sale

101,030

58.5879 USD

common stock

Sale

38,869

59.1072 USD

common stock

Sale

34,524

58.5388 USD

common stock

Sale

33,428

58.6249 USD

common stock

Sale

33,143

58.5678 USD

common stock

Sale

27,734

59.1167 USD

common stock

Sale

26,933

58.9700 USD

common stock

Sale

16,891

58.6050 USD

common stock

Sale

15,900

59.0491 USD

common stock

Sale

15,467

59.1200 USD

common stock

Sale

14,736

58.6999 USD

common stock

Sale

11,853

58.5509 USD

common stock

Sale

10,166

59.0822 USD

common stock

Sale

9,690

59.0615 USD

common stock

Sale

6,748

58.4551 USD

common stock

Sale

4,600

58.5933 USD

common stock

Sale

4,216

58.7503 USD

common stock

Sale

3,949

58.6717 USD

common stock

Sale

3,563

58.4392 USD

common stock

Sale

2,782

59.1026 USD

common stock

Sale

2,772

58.6516 USD

common stock

Sale

2,512

58.4945 USD

common stock

Sale

2,200

58.6000 USD

common stock

Sale

2,176

59.0272 USD

common stock

Sale

2,172

59.0259 USD

common stock

Sale

2,070

58.9833 USD

common stock

Sale

1,290

59.0207 USD

common stock

Sale

1,020

58.8126 USD

common stock

Sale

1,019

58.8251 USD

common stock

Sale

1,000

58.2883 USD

common stock

Sale

978

58.9460 USD

common stock

Sale

761

58.8971 USD

common stock

Sale

722

58.4424 USD

common stock

Sale

688

59.0906 USD

common stock

Sale

603

58.7862 USD

common stock

Sale

586

58.9424 USD

common stock

Sale

571

58.7477 USD

common stock

Sale

456

59.0466 USD

common stock

Sale

425

58.7191 USD

common stock

Sale

405

58.9033 USD

common stock

Sale

400

58.5750 USD

common stock

Sale

400

58.5375 USD

common stock

Sale

327

58.9947 USD

common stock

Sale

324

58.8303 USD

common stock

Sale

302

58.4825 USD

common stock

Sale

300

58.7625 USD

common stock

Sale

300

58.5633 USD

common stock

Sale

300

58.8266 USD

common stock

Sale

300

59.0570 USD

common stock

Sale

279

58.8935 USD

common stock

Sale

252

56.0171 EUR

common stock

Sale

217

59.0618 USD

common stock

Sale

200

58.8900 USD

common stock

Sale

149

59.0361 USD

common stock

Sale

103

59.1134 USD

common stock

Sale

100

58.3875 USD

common stock

Sale

100

59.0050 USD

common stock

Sale

100

58.8400 USD

common stock

Sale

100

59.0000 USD

common stock

Sale

100

59.1100 USD

common stock

Sale

90

58.5958 USD

common stock

Sale

82

58.8800 USD

common stock

Sale

30

58.4800 USD

common stock

Sale

23

58.5234 USD

common stock

Sale

23

58.4336 USD

common stock

Sale

18

58.6436 USD

common stock

Sale

17

58.4602 USD

common stock

Sale

17

58.4665 USD

common stock

Sale

15

58.5520 USD

common stock

Sale

11

58.5854 USD

common stock

Sale

10

59.1000 USD

common stock

Sale

5

58.4900 USD

common stock

Sale

4

58.9300 USD

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

common stock

SWAP

Increasing Long

3,474

59.1174 USD

common stock

SWAP

Increasing Long

3,000

58.8329 USD

common stock

SWAP

Increasing Long

1,285

58.9487 USD

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:

29 Jan 2025

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO

PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.

KEY INFORMATION

Identity of the person whose positions/dealings

Barclays PLC.

are being disclosed:

Name of offeror/offeree in relation to whose

INTERNATIONAL PAPER COMPANY

relevant securities this from relates:

2.

OPTIONS AND DERIVATIVES

Class of relevant security

Product description

Writing, purchasing, selling, varying etc

Number of securities to which option relates

Exercise price per unit

Type

Expiry date

common stock

Call Options

Purchased

31,000

63.0000

American

31 Jan 2025

3.

AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood: